ARTICLE I - Annual and Special Meetings
The annual meeting of the Board of Directors of this Foundation shall be held in the
month of January. Special meetings of the directors may be called by the president and any
three directors or any four directors. Notice of the date, place, and time of each meeting
shall be mailed to the last known mailing address of each director not less than three nor
more than seven days before the meeting date. The purpose of a special meeting shall be
stated in the notice. Meetings of the directors shall be conducted according to Roberts
Rules of Order. At least six members of the board of directors shall be present at any
director=s meeting before a quorum can be declared. All questions which may properly come
before a director=s meeting for decision may be determined by a simple majority vote of
the quorum of directors present and participating.
Each director shall be entitled to one vote. Voting by proxy is not authorized.
ARTICLE II - Regular Meetings
Regular meetings of the Board of Directors shall be held quarterly. Notice of regular
meetings shall be mailed by the secretary to each member of the board not less than seven
days before the meeting date. Six directors shall constitute a quorum and any question
properly coming before the board for decision shall be determined by a simple majority of
ARTICLES III Duties of Officers
Section 1. The president shall preside at all meetings; shall
have general supervision of the affairs of the Foundation; shall sign or countersign all
certificates and contracts; shall make reports to the directors and to the membership and
shall perform such other duties as are usually incident to his office and shall perform
such special duties as may be required from time to time by the Board of Directors.
Section 2. The vice-president shall perform the duties of the
president in his absence or disqualification.
Section 3. The secretary shall issue all notices, records and
preserve the minutes of all directors' and membership meetings, have the custody of
all corporate records, join the president in signing all instruments which require a
secretary's signature, perform all duties usually incident to his office, make a written
annual report with copies mailed to all members of the Foundation and such other duties as
may be required of him by the Board of Directors.
Section 4. The treasurer shall have the custody of and be
responsible for all monies and securities of the Foundation, shall keep regular books of
account and shall prepare detailed reports at each quarterly meeting of the Board of
Directors. He shall sign or countersign all instruments requiring a treasurer's signature,
shall perform all duties usually incident to his office and such other duties as may from
time to time be assigned to him by the Board of Directors. The treasurer may be required
to file a fidelity bond in such sum and with such sureties as may be determined by the
Board of Directors.
Section 5. All disbursements of the funds of the Foundation
shall be by check and all checks must be signed by the treasurer and countersigned by the
ARTICLE IV Change in the By-Laws
The by-laws of this Foundation may be amended, repealed or altered at any regular
meeting or at any special director's meeting called for that specific purpose by a
majority of the directors present.